Mandatory notification of pre-marketing

What is pre-marketing?

Pre-marketing means providing information on investment strategies or investment ideas, directly or indirectly, to potential professional investors in the EU, either itself or through a third party. The aim is to determine whether these investors are interested in an investment fund (AIF) that, or compartment or subfund that, has not yet been established or registered or notified.

Reporting obligation

An AIFM, an EuVECA fund manager or an EuSEF fund manager, that is obliged to notify pre-marketing must notify this to the AFM within two weeks of commencing pre-marketing by submitting a completed notification form via Cryptshare by email to meldingenaifmd@afm.nl.

This notification must include the following information:

• the Member States and the periods in which pre-marketing is occurring or has occurred;
• a brief description of the pre-marketing, including the information on the investment strategies presented, and, if relevant, a list of AIFs and compartments of AIFs that are being or have been pre-marketed. 

If the pre-marketing is occurring in another Member State, the AFM will notify the competent supervisory authority. We would prefer to receive the information in English if the pre-marketing is to take place outside the Netherlands as well.

An EU AIFM, an EuVECA fund manager or an EuSEF fund manager, wishing to pre-market an AIF in the Netherlands must submit this notification to the supervisory authority in the country in which it is located.

Pre-marketing disclosure requirements

The information to potential professional investors provided in the context of pre-marketing may not:

• be sufficient to allow investors to commit to acquiring units or shares in a particular AIF, EuVECA or EuSEF;
• amount to subscription forms or similar documents, whether in draft or final form; or
• amount to constitutional documents, a prospectus or offering documents of a not-yet-established AIF, EuVECA or EuSEF in a final form.
• contain sufficient information to enable investors to make an investment decision, when a draft prospectus or offering document is provided.

The document clearly states that the document does not constitute an offer or invitation to subscribe for units or shares of an AIF, and that the information contained therein should not be relied upon as it is incomplete and subject to change.